The client agrees to the following Standard Terms for provision of such web development services on commissioning COGS Solutions Pty Ltd (COGS ) ABN 68 128 182 123 for web development services:

Project specification

COGS relies on a clear specification for custom graphic works requested by client and will allow a defined number of hours within its quote to complete such specification for custom work. COGS will advise client if it looks like these allocated hours may be exceeded. All effort will be made to complete custom graphic work within the agreed budgeted hours resulting from such specification. However, if the actual development hours are exceeded they will be charged at COGS standard rates per hour of $137.50 Ph incl GST.

Functionality applicable will be detailed in the project quote and spec document for each project.Validity of Quote

The quote will be the price specified in the quote and spec document.

The pricing of the required web hosting package will be the price contained with the spec and quote document

Payment Terms

1.The client will be invoiced for fifty percent (50%) of the initial quote and any selected optional extras. Payment is required before work will commence on your web development project.2. The client will be invoiced for the balance owing of the initial quote plus any agreed additions on completion of the project development and when website is handed over for the inclusion of content by the client. COGS requires the client to pay this final amount within 7 days from the date of the final invoice. Regardless of payment terms, all payments must be cleared in full before the website is placed "live" on the Internet.3. Should the website development be paused or put on hold for any reason during development then COGS reserves the right to invoice the client for any work completed to date that is beyond the amount of the 50% first payment. The client agrees to pay this amount within 7 days of the invoice date if so issued. If the project is cancelled then there will be no refund or credit for the 50% first payment in 1. above. Depending on the stage of the project will depend if any further payment beyond the 50% deposit is payable. 4. Payments can be made by cheque or preferably direct bank deposit.Website Content

1. The client is required to ensure that the content of their website meets all the current Australian legislation regarding publications. The client shall further indemnify COGS in respect of any claims, costs and expenses that may arise from any material included in their website that breaches any law or rights.2. COGS reserves the right not to include any material supplied by the client if COGS deems it inappropriate or offensive.

Permissions & Copyrights

1.The client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphics, photos, registered company logos, names and trademarks or any other material supplied by the client.2. Supply of such material by the client shall be regarded as a guarantee to COGS that all such permissions and authorities have been obtained.3. COGS accepts no responsibility for damages to or losses incurred by the client from the use of material for which the required permission or authority has not been obtained.4. All original graphics designed and supplied by COGS, remain the property of COGS until the client's account has been paid in full, at which time ownership and copyright of said graphics will reside with the client.

Third Party Software Applications

COGS from time to time uses third party software in the development of its websites and applications. COGS warrants that it has the right to use such applications in the clients project under a direct licence or an unlimited developer licence granted specifically to COGS for use on the COGS clients sites. Such licence to use DOES not reside with the client. If at a later time the client elects to leave COGS then it will be up to the client to obtain the appropriate licences to continue using such 3 rd party software. All rights to use COGS's licence for such third party software ceases on day of termination of our services as your web developer.

The primary third party software used in our development is the on line web editor.

Intellectual Property( IP)

It is understood by the client that COGS business is to build Internet applications and web based projects. Therefore over the years we have built much of the methodologies, techniques and specific applications required to develop web applications for our clients. As such there is no specific or unique IP vesting in the client unless specifically stated at time of requesting a quote from us that such vesting is required.

If there is a specific issue or application that requires such vesting of IP rights with the client, that would prevent COGS from using such an application with other potential clients then an additional fee will be specifically highlighted in the quote to protect the clients rights in this regard.

This Intellectual Property is relating to the Cogs Proprietary Rapid Application Development Process (RAD) that is COGS proprietary property. The RAD system is an inherent part of your new website and you have the right to us it as originally deployed in the initial build "in perpetuity". However, you ( or any other person you commission) do not have any rights to duplicate it into other web applications, re-engineer it, sell it or modify it outside of the application to your specific website without COGS expressed written approval.

Source Code

Our method of operating a web site in most applications entails developing source code for page operation as well as the database to be housed on a shared web server host. All clients have FTP access to all web pages and database if they so wish. Normally clients in a day-to-day sense do not require such direct access because all sites are self-managed in an online environment. There are potential risks if a person with little knowledge of a web server accesses the web server. There is a possibility of damage to such code and database if not carefully accessed. If at any time a client wishes to terminate our relationship then we will willingly pass over full access to the web server to them or another web developer to use or modify as they wish.

The only variant to this concept is where COGS uses a " Shared application". A shared application is a common application that may be housed on another web server and the client site has access to such a service.

Examples of this but not limited to these are: Email Tracking Tools, etc.

We are always looking at using such shared applications as it enables us to offer these at prices far less than an individual development. Source code is not available for these and on termination of our relationship with a client continuation of the shared application and use may be retained for an annual fee.

Warranties

COGS warrants that it shall provide it's Internet Services in an efficient and professional manner and that it will observe standards generally observed in the industry for provision of similar services.

COGS warrants that it shall use its best endeavors to provide the Services in conformity with the initial scope and specification. The client acknowledges that COGS does not warrant that the Service can be rendered error free.

If the operation of the Services is found to be defective and if the customer notifies COGS of the defect during the warranty period as specified in the schedule, the supplier shall within 2 business days of receipt of notification attend to rectify the defect at COGS's expense.

Warranty Period

Unless otherwise agreed the warranty period will be for 30 days from the date the site is ready for content addition and customer application testing. This warranty relates to effective working components of the agreed scope of work in initial specification. If during this period the client becomes aware of new work or new applications that they may need then such new work will be chargeable at the COGS standard hourly rates plus GST

Internet Project Ongoing Maintenance

Our philosophy is for websites to be self managed by the client. In most cases this results in no need to have a predetermined maintenance price. However, we are always willing to help in keeping within available work schedules. All such support is chargeable at $137.50 PH plus GST. Billed in half hour increments.

All maintenance charges are due and payable on invoicing.

Law

This agreement shall be governed by and construed in accordance with the laws for the time being in force in the state of New South Wales, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of that state.

Severability

Should any part of this agreement be or become invalid, that part shall be severed from this agreement. Such invalidity shall not affect the validity of the remaining provisions of the agreement.

Assignment

Neither party shall assign, whether in whole or part, the benefit of this agreement or any rights or obligations hereunder, without the prior written consent of the other party.

By acknowledging that you have read these terms and agreed to them in the application process there is no need to have these terms individually agreed to. However, if you wish these terms to be signed off by both parties simply print off the attached PDF sign it and forward to P O Box 220 Cremorne NSW 2090. And we will sign a copy and return it to you.